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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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PC Service Source, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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paid previously. Identify the previous filing by registration statement
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December 9, 1998
Dear Stockholders:
On November 24, 1998, PC Service Source, Inc. (the "Company") mailed to
its stockholders a notice of Special Meeting of Stockholders of the Company to
be held on December 18, 1998, at 10:00 a.m., Central Time, at the Company's
corporate offices located at 2350 Valley View Lane, Dallas, Texas, to consider
and vote on a proposal to increase the number of shares authorized for issuance
under the Company's Stock Option Plan (the "Plan") by 750,000. The Company also
mailed an accompanying proxy statement which contained a detailed description of
the proposal.
The purpose of this letter is to advise you of a couple of decisions
reached by the Company's board of directors at a meeting held on December 7,
1998.
After reevaluating the number of shares the Company would like to have
authorized and available for issuance under the Plan, the board of directors
has decided an increase of 500,000 shares would be sufficient for future grants
under the Plan, instead of the 750,000 share increase described in the proxy
statement. Accordingly, the board of directors will not seek an increase of
750,000 shares at the special meeting, but instead will propose the number of
shares authorized for issuance under the Plan be increased by 500,000 shares.
In addition, the compensation committee of the board of directors has
set the exercise price at $8.00 per share for the 325,000 options conditionally
granted to Messrs. Avery More, Morti Tenenhaus and Robert J. Boutin, which are
referred to on page 11 of the proxy statement. If the revised proposal is
approved at the special meeting, Mr. More will receive options to acquire
250,000 shares, Mr. Tenenhaus will receive options to acquire 50,000 shares and
Mr. Boutin will receive options to acquire 25,000 shares, all at $8.00 per
share. Further, the compensation committee also determined that any future
options granted to Messrs. More, Tenenhaus and Boutin will be at an exercise
price of not less than $8.00 per share. Subject to the foregoing, if the
proposal is approved, 175,000 shares will be available for future grants of
options at an exercise price not less than the market price of the Company's
common stock on Nasdaq as of the date granted.
If you have already signed and submitted a proxy card and voted on the
original proposal, but do not wish to change your vote after considering the
revised proposal, you do not need to submit another proxy card. If, however, you
wish to change your vote, you may revoke your proxy and change your vote at any
time before it is actually voted at the special meeting by either (a) delivering
written notice of revocation to the Secretary of the Company at the address set
forth below, (b) submitting a subsequently dated proxy, or (c) attending the
special meeting and withdrawing the proxy. Each unrevoked proxy card properly
executed and received prior to the close of the voting which voted for the
750,000 share proposal will be counted as a vote for the revised 500,000 share
proposal described above; likewise, a vote against the 750,000 share proposal
will be counted as a vote against the 500,000 share proposal.
If you have not already voted, please sign, date and return the proxy
card which accompanied the mailing of the proxy statement.
Sincerely,
/s/
Avery More
Chairman of the Board and
Chief Executive Officer
